Kashin (KUSA) 10-Q 2011 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly perio d ended: October 31, 2010

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

      For the transition period from ________________ to __________________

      Commission File Number:  333-161240

Singular Chef, Inc.

(Exact name of registrant as specified in its charter)

Nevada                             

 26-4711535

     (State of or other jurisdiction of incorporation or organization)         (IRS Employer Identification No.)

                  112 North Curry Street, Carson City

         89703-4934

                        (Address of principal executive offices)

(Zip Code)

(775) 321.8247

 (Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                         Yes |X| No |_|

Indicate by check mark whether the registran t is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer  [  ]

     Accelerated filer [   ]

Non-accelerated filer [   ]  (Do not check if a smaller reporting company)     Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).

                                                          Yes |X] No |_|

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of December 13, 2010, the registrant had 9,766,000 shares of common stock, $0.001 par value, issued and outstanding.

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Index

PART I - FINANCIAL  INFORMATION			Page no.
Item 1.	Financial Statements		3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of
	Operations		10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		12
Item 4.	Controls and Procedures		12
PART II - OTHER INFORMATION		& nbsp;
Item 1.	Legal Proceedings		13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		13
Item 3.	Defaults Upon Senior Securities		13
Item 4.	Submission of  Matters to a Vote of  Security Holders		13
Item 5.	Other Information		13
Item 6.	Exhibits		13

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SINGULAR CHEF, INC.

(A Development Stage Company)

CONDENSED FINANCIAL STATEMENTS

October 31, 2010

Unaudited

CONDENSED BALANCE SHEETS

CONDENSED STATEMENTS OF OPERATIONS

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

CONDENSED STATEMENTS OF CASH FLOWS

NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

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SINGULAR CHEF, INC.
(A Development Stage Company)
	&nbs p;
CONDENSED BALANCE SHEETS
Unaudited
			October 31, 2010		April 30, 2010
ASSETS
CURRENT ASSETS
Cash		$	417	$	261
TOTAL CURRENT ASSETS		$	417	$	261
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT  LIABILITIES
Accounts payable and accrued liabilities		$	19,935	$	18,263
Loans from Related Party			4,670		1,570
TOTAL CURRENT LIABILITIES		$	24,605	$	19,833
STOCKHOLDERS'  EQUITY ( DEFICIT )
Capital stock
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
9,766,000 & 9,500,000 shares at October 31, 2010 & April 30, 2010 respectively		$	9,766	$	9,500
Additional Paid in Capital			6,021		-
Deficit accumulated during the development stage			(39,975)		(29,072)
TOTAL STOCKHOLDERS’ EQUITY/(DEFICIT)		$	(24,188)	$	(19,572)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)		$	417	$	261
The accompanying notes are an integral part of these financial statements

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SINGULAR CHEF, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
Unaudited
																						Cumulative results
					3 months					3 months					6 months					6 months		from inception
					ended					ended					ended					ended		(April 9, 2009) to
&nb sp;					October 31, 2010					October 31, 2009					October 31, 2010					October 31, 2009		October 31, 2010
REVENUE
Revenues		$			-			$		-			$		-			$		-	$	-
Total Revenues		$			-			$		-			$		-			$		-	$	-
EXPENSES
Office and general		$			3,300			$		796			$		3,575			$		1,876	$	9,297
Professional Fees					4,050					4,605					7,328					11,993		30,678
Total Expenses before Provision for Income Tax		$			7,350			$		5,401			$		10,903			$		13,869	$	39,975
Provision for Income Tax					-					-					-					-		-
NET LOSS		$			(7,350)			$		(5,401)			$		(10,903)			$		(13,869)	$	(39,975)
BASIC AND DILUTED LOSS PER COMMON SHARE
	$		-	$		-					$	-				$	-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
	$		9,766,000				$		9,500,000					9,669,293					9,500,000
The accompanying notes are an integral part of these financial statements

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SINGULAR CHEF, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
From inception (April 9, 2009) to October 31, 2010
Unaudited
									Deficit
	Common Stock								accumulated
					Additional		Share		during the
	Number of				Paid-in		Subscriptions		development
	shares		Amount		Capital		Receivable		stage		Total
Common stock issued for cash at $0.001
per share on April 30, 2009	9,500,000	$	9,500	$	-	$	(9,500)	$	-	$	-
Net loss for the period ended
April 30, 2009									(1,070)		(1,070)
Balance, April 30, 2009	9,500,000	$	9,500	$	-	$	(9,500)	$	(1,070)	$	(1,070)
Subscription Receivable on
October 8, 2009							9,500				9,500
Net loss for the year ended
April 30, 2010	-		-		-		-		(28,002)		(28,002)
Balance, April 30, 2010	9,500,000	$	9,500	$	-	$	-	$	(29,072)	$	(19,572)
Subscription Receivable on
June/July 2010 at $0.024 per share	266,000		266		6,021		(6,287)				-
				&nb sp;
Subscription Receivable on
August 8, 2010							6,287				6,287
Net loss for the period ended
October 31, 2010	-		-		-		-		(10,903)		(10,903)
Balance,  October 31, 2010	9,766,000	$	9,766	$	6,021	$	-	$	(39,975)	$	(24,188)
The accompanying notes are an integral part of these financial statements

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		SINGULAR CHEF, INC.
		(A Development Stage Company)
		CONDENSED STATEMENTS OF CASH FLOWS
		Unaudited
				6 months					6 months				April 9, 2009
				ended					ended				(date of inception) to
				October 31, 2010					October 31, 2009				October 31, 2010
											&nb sp;
OPERATING ACTIVITIES
	Net loss		$	(10,903)			$		(13,869)			$	(39,975)
	Adjustment to reconcile net loss to net cash
	used in operating activities
	Expenses paid on company's behalf by related party			3,100					180				4,170
	Increase (decrease) in accrued expenses		$	1,672			$		9,700			$	19,935
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
			$	(6,131)			$		(3,989)			$	(15,870)
FINANCING ACTIVITIES
	Proceeds from sale of common stock			6,287					9,500				15,787
	Subscription Receivable								-
	Loan from Related Party			-					500				500
NET CASH PROVIDED BY FINANCING ACTIVITIES
			$	6,287			$		10,000			$	16,287
NET INCREASE ( DECREASE) IN CASH			$	156			$		6,011			$	417
CASH, BEGINNING OF PERIOD			$	261			$		-			$	-
CASH, END OF PERIOD			$	417			$		6,011			$	417
Supplemental cash flow information and noncash financing activities:
Cash paid for:
	Inter est		$	-	$	-		$		-
	Income taxes		$	-			$		-			$	-
The accompanying notes are an integral part of these financial statements

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SINGULAR CHEF, INC.

(A Development Stage Company)

 NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

October 31, 2010

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at October 31, 2010, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in fina ncial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s April 30, 2010 audited financial statements.  The results of operations for the periods ended October 31, 2010 and the same period last year are not necessarily indicative of the operating results for the full years.

NOTE 2 – GOING CONCERN

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $24,188, an accumulated deficit of $39,975 and net loss from operations since inception of $39,975. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent u pon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company.  There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.  The Company is funding its initial operations by way of issuing Founder’s shares.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Compa ny is unable to continue as a going concern.

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SINGULAR CHEF, INC.

(A Development Stage Company)

 NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

October 31, 2010

NOTE 3 - CAPITAL STOCK

The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.

On April 30, 2009, the President was issued 9,500,000 common shares for cash, which was received on October 8, 2009.

During June and July of 2010, the Company issued 266,000 common shares for subscriptions receivable.

In August 2010, the Company received payment for the 266,000 shares of common stock issued in June and July of 2010 at $0.024 per share for a total of $6,287.

As of October 31, 2010, the Company has not granted any stock options and has not recorded any stock-based compensation.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company has received $0 and $500 in loans from related parties as of October 31, 2010 and April 30, 2010, respectively. These loans are payable on demand and without interest.  As of October 31, 2010 and April 30, 2010, a related party paid expenses on behalf of the Company in the amounts of $3100 and $1,070, respectively.

NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS

The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.

NOTE 6 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were available to be issued and has determined that there are no further events to disclose.

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Item 2. Management`s Discussion and Analysis of Financial Condition and Results of Operations

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events.  You should not place undue certainty on these forward-looking statements, wh ich apply only as of the date of this report.  These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Overview

Singular Chef, Inc. ("Singular Chef", "the Company", “our” or "we") was incorporated in the State of Nevada as a for-profit company on April 09, 2009.  The Company is a development stage company that intends to provide specialized step-by-step cooking tutorials through our website for monthly subscribers and on pay-per-view basis.

We plan on targeting our m arketing efforts on subscribers that are interested in quick, tasty and easy-to-prepare recipes.

Plan of Operation

The Company has not yet generated any revenue from its operations.  As of the fiscal quarter ended October 31, 2010 we had $417 of cash on hand, at April 30, 2010 we had $261 cash on hand. We incurred operating expenses in the amount of $7,350 in the quarter ended October 31, 2010. In the quarter ended October 31, 2009 the total expenses were in the amount of $5,401. These operating expenses were comprised of professional auditor fees, office and general expenses.

Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities.  We have registered 3,200,000 of shares from our common stock for sale to the public.  Our registration statement became effective on May 03, 2010 and we are in the process of seeking equity financing to fund our operations over the next 12 months.  

Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

If Singular Chef is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering described herein and failure thereof would result in Singular Chef having to seek capital from other resources such as debt financing, which may not even be available to the company. However, if such financing were available, because Singular Chef is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt

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financing and determine whether the business could sustain operations and growth and manage the debt load. If Singular Chef cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Singular Chef common stock would lose all of their investment.

Our specific goal will be marketing Singular Chef’s subscription-based website to individuals that are interested in prepare various quick, tasty and easy dishes.  We intend to accomplish the foregoing through the following miles tones:

1.

We plan to initiate our business operations, after raising enough funds, establishing our office and acquiring a computer and office items. We estimate that establishing our offices will take up to 60 days. We intend to retain a web designer to fully develop our website. We believe that it will cost about $20,000 to establish our office with the necessary computer equipment/software and website. We do not intend to hire employees. Our sole officer and director will handle our administrative duties.

2.

As soon as our office is operational, we intend to contact cooking consultants to teach different kinds of easily prepared recipes for our website. We plan to tape the chefs preparing their recipes thereby creating pictorial albums available for online viewing. The website will also include tutorials and still pictures, taken by a consultant photographer and filmmaker. We believe that this stage will take about 90 days and it will cost around $23,500.

3.

As soon as our website is operational, we will begin our marketing campaign in order to find s ponsors to whom we will offer spaces in the website, use their ingredients and equipments for the tutorials. We will advertise in culinary art magazines, newspaper and print informative flyers and send direct mailers.  We believe that it will cost a minimum of $25,000 to implement our marketing and sales campaign. Marketing is an ongoing matter that will begin on the sixth month after the beginning of our business operations and will continue during the life of our operations.

Management does not plan to hire additional employees at this time. Our President will be responsible for the initial product sourcing. We intend to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum.  We will use third party web designers to build and maintain our website.

We do not expect to be purchasing or selling plant or significant equipment during the next twelve months.

Off Balance Sheet Arrangement

The company is dependent upon the sale of its common shares to obtain the funding necessary to carry out its business plan.  Our President, Sylvain Petrari has undertaken to provide the Company with operating capital to sustain its business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing these agreements.  Investors should be aware that Mr. Petrari’ ;s intentions are not under contract or agreement with the Company.

Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's

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financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”), who is also our Chief Financial Officer (“CFO”), the Company’s principal executive officer and principal financial officer, of the design and effectiveness of our “disclosure controls and procedures” (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our CEO/CFO concluded that as of the end of the period covered by this report these disclosure controls and procedures were not effective. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in disclosure controls and procedures which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment as the Company had only one officer (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC Guidelines; and (iii) inadequate security and restricted access to computer systems including insufficient disaster recovery plans; and (iv) no written whistleblower policy. Our CEO/CFO plans to implement appropriate disclosure controls and procedures to remediate these material weaknesses, including (i) appointing additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting and a whistle blower policy; and (iii) implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affe cted, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

        None.

Item 3. Defaults Upon Senior Securities

        None

Item 4. Submission of Matters to a V ote Security Holders

        None

Item 5. Other Information

    None

Item 6. Exhibits

3.1

Articles of Incorporation [1]

3.2

By-Laws [1]

31.2

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

32.2

Section 1350 Certification of Chief Financial Officer **

[1]     Incorporated by reference from the Company’s filing with the Commission on August 11, 2009.

*     Included in Exhibit 31.1

**    Included in Exhibit 32.1

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SIGNATURES

Pursuant to the re quirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Singular Chef, Inc.

BY:  /s/ Sylvain Petrari

------------------------------

Sylvain Petrari

President, Secretary Treasur er, Principal Executive Officer,

Principal Financial Officer and sole Director

Dated:  December 17, 2010

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